THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.

[15:00:03]

BROOKE BALDWIN, CNN ANCHOR: And I quote -- "After a thorough and careful review of the allegations, the company and Bill O'Reilly have agreed that Bill O'Reilly will not be returning to the FOX News Channel.'

I have got an entire panel to go through all of this with.

Brian Stelter, just beginning with you on the news, how this has broken, and the fact that right now, I'm looking at the clock and saying 3:00, right now across town, everyone is getting together for a meeting.

BRIAN STELTER, CNN SENIOR MEDIA CORRESPONDENT: That's right, a staff meeting among FOX employees who did not think that this could or would happen.

I was just speaking to an anchor at the network earlier today who said, three weeks ago, the idea that Bill O'Reilly could be ousted from his job because of these harassment allegations, it would have been unbelievable.

He was viewed as invincible. Now, Brooke, a lot of folks in the network knew he had a reputation, knew he was boorish and some would go further and tell you about stories they had in their past or encounters they had had with him that were unpleasant, even some women who may not want to be around him.

That doesn't mean they were charging him with harassment, but he had a reputation. That's partly why he was viewed as invincible. He had been there for 20 years, had the highest ratings by far, made hundreds of millions of dollars of profit for FOX over all these years.

So, he was viewed as invincible until just a few days ago. The Murdochs, the men who run 21st Century Fox, decided they don't want to be in business with O'Reilly anymore. They're willing to pay him perhaps al to of money, whatever is owed in his contract, in order to invite him to leave.

And as of Monday, he's supposed to be back from vacation and instead Tucker Carlson takes over for him.

BALDWIN: Letitia James, you just have been seated. You have heard the news. We had you coming on because of the possibility that he'd be out and it's definitive now. Your response?

LETITIA JAMES, PUBLIC ADVOCATE FOR NEW YORK CITY: So, you have to excuse me for not celebrating, because this is larger than just one individual.

It's really about a climate which allowed Roger Ailes, as well as Bill O'Reilly to operate with impunity. And the fact is, is that there's a climate of sexual harassment and a climate of racial discrimination against women at FOX News. And the question is, what is FOX News doing about it/

He's just one part of this equation. The question is, what are we doing to improve the work force and the workplace so that women don't feel hostile at FOX News?

BALDWIN: To that point, let me just read. This is the note from the Murdochs to folks over at FOX. The last line I think will be of interest in words waiting for actions.

"Lastly, most importantly, we want to underscore our consistent commitment to fostering a work environment built on the values of trust and respect."

Dylan, you have talked to a lot of people in the FOX newsroom, especially women. How are those words hitting them? What will make them believe it?

DYLAN BYERS, CNN SENIOR MEDIA AND POLITICS REPORTER: Well, I would say those words would have a lot more impact if they had not had to live through this story before when it happened with Roger Ailes last summer.

You know, I think leading up to Ailes' ouster, there was a feeling among many women in the FOX News workplace that you just sort of had to grin and bear it, that you couldn't speak up, because if you did speak up, there would be retribution. There might be this sort of anonymous hot line we have heard about you could call into, but no one felt very comfortable calling that anonymous hot line.

After Ailes was out, there was a similar statement from the Murdochs that said they had zero tolerance for any sort of behavior that made employees feel uncomfortable in the workplace. I think there were a lot of employees, based on the conversations that I have had, who felt like that was a very real promise. Lo and behold, it's 2017 and they are dealing with it again with Bill O'Reilly.

Look, I think those words matter. I think it's extremely important. I think a big part of why this decision was made was because it's important to the Murdochs, particularly to Rupert Murdoch's sons James and Lachlan, that 21st Century Fox proves that it's living in the 21st century.

And yet I do think there will be some reservations about taking the Murdochs at their word. But, look, at the end of the day, if you felt uncomfortable in that workplace, this is a step in the right direction. BALDWIN: We now have a voice, actually a woman who has spoken out,

especially in the wake of "The New York Times" breaking this story.

Wendy Walsh has now joined us.

Wendy, can you hear me?

WENDY WALSH, FAMILY THERAPIST: Yes, I can. How are you, Brooke?

BALDWIN: Thank you. I am well. Thank you so much for calling in.

I know you have been on this show many times, and you have appeared on FOX a number of times, and you have had now a story to tell with regard to Bill O'Reilly, rebuffing his advances and then ultimately you didn't show up on his show anymore.

You, I understand, chose not to say anything until this "New York Times" piece came out. And I want to ask you about your story in a second.

But, first, Bill O'Reilly is no longer coming back. Your response?

WALSH: I have always said and I maintain I have never really had a dog in this race. This was a decision up to FOX News.

But as a woman, and as a mother of daughters entering the workplace, Brooke, I am thrilled that a corporation has made the seismic shift to put women's rights ahead of their bottom line, and for this I feel grateful to...

[15:05:04]

BALDWIN: This is emotional for you?

Oh, did we lose her? OK. We lost her. Hopefully, we will get her back.

But, Letitia, you were listening the conversation. And what do make of just also the Murdochs' words?

JAMES: Listen, it's words, but obviously we needs policies and practices in place, particularly at FOX News, again which would create a climate where women feel comfortable.

Women should not have to fear going to work each and every day fearing that they are going to be a victim of sexual harassment. We really need a friendly atmosphere for women at FOX News.

In addition to that, the investigations that I have called for will continue. The investigation at SEC will continue about whether or not FOX News fired false reports, whether or not they reported settlements as income.

Again, they did not materially disclose these settlements to shareholders. I'm a trustee on the (INAUDIBLE) boards. And in addition to that, I'm calling upon the Human Rights Commission to continue to investigate FOX News again regarding this climate of fear and this climate of sexual harassment and this hostile work environment for women and people of color at FOX News.

He's out, but it's unacceptable. Roger Ailes was out, and the conduct continued. And now he's out. The question is whether or not FOX News is completely free, it's going to be an environment free of sexual harassment against women and people of color.

Areva Martin, thank you. Areva Martin, to Letitia's note on just even the investigation with the shareholders, because, what was it, ultimately $13 million was paid out in these settlements. And the question has been, did the shareholders -- what did the shareholders know?

We don't know from what the filings are. It suggests to us that the shareholders didn't know about these settlements. They didn't know about the culture of sexual harassment that existed at FOX. And I think it's important. Brian said something very important.

He talked about Bill O'Reilly's reputation. So, if Brian knew about that reputation, if people in the general news business knew about Bill O'Reilly's reputation, that means his bosses also knew about that reputation.

And it's not OK for a company to ignore that. So, if bosses are aware that they have an employee that has a reputation for making women feel uncomfortable, that puts on them an affirmative duty to investigate. They don't need me or you or any other woman to come forward and say that I have been touched or personally harassed by a person.

The fact that there's a reputation out there is enough evidence to at least trigger an investigation. So, hopefully, if there are other men walking around in the FOX world with similar reputations, those people would have also been the subject of this hopefully very wide and sweeping investigation that we just hope has happened in the wake of Bill O'Reilly.

BALDWIN: Right. Right.

Wendy Walsh, I understand you're back with me. We're going to try -- I think you're on the phone now.

WALSH: Yes.

BALDWIN: I couldn't tell. I don't know if it was the connection, but just tell -- this is emotional for you. And for people who aren't as familiar with your story with Bill O'Reilly, can you take me back to 2013 and that dinner?

WALSH: Certainly. And I apologize for the technical problems. It was too many congratulatory texts and phone calls coming in at the same time.

(CROSSTALK)

BALDWIN: No worries. No worries.

WALSH: The story is simple.

And I will say that this kind of sexual harassment, sadly, has been normalized by women of my generation. I was invited to be a guest on his show a number of times. His secretary at FOX News or administrative assistant sent me an e-mail inviting me to have dinner with him while he was in Los Angeles.

We had a dinner where at the beginning of the dinner, he offered me a job as a contributor. By the end of the dinner, as we left the restaurant, I turned toward the bar, because he had said, "Let's get out of here." And he turned toward the bedrooms.

And he said, "Let's go back to my suite."

And I said: "No, I'm sorry. I can't do that. We're both parents raising teenage girls. We should model some good choices here."

He became -- we went to the bar briefly. And he became angry, hostile, and said, "You can forget all the career advice I have given you."

So, then he slowly weaned me off the show, where I did what most women do, and sent a bunch of, let's save the relationship kind, cringe- worthy suck-up e-mails, Brooke. We have all done it with bosses, trying to get everything normal and professional and save my potential job.

And I did not come forward. "The New York Times" approached me in the fall. And I had to make an ethical decision to tell them the truth or to lie. And I had to speak for the five other women who are gagged and bound that he had sexual harassment lawsuits with and he paid them off. And I felt that I was free to talk. So I did.

BALDWIN: So, you're speaking up, and you have been speaking up since those other women haven't been able to.

Can you just tell me a little bit about some of the responses you have been receiving? We just checked Gretchen Carlson's Twitter page, and she's just thanking people for thanking her for, to Brian's point, in a sense, starting all of this. What are people saying to you, Wendy?

[15:10:05]

WALSH: Yes.

I can't begin to tell you how many e-mails and private messages I received from men and women who have either been sexually harassed in the past, who have horrible stories to tell, who are sending me words of gratitude and thanks.

I got a text this morning from an employment lawyer who said, hey, I have a deposition today with a boss who rubbed his penis against my client's head when she was sitting at her desk. And I'm like -- she goes, thank you. Actually, they are going to listen to her now.

So, I think we have actually done this seismic shift in corporate culture. This is score one for the women's team. And, Brooke, I don't want to dismiss all the amazing men who have been writing to me and thanking me, saying that our voices together are protecting their daughters, their wives in workplaces.

BALDWIN: I'm so glad you're saying that.

WALSH: The day of the hostile workplace is over.

BALDWIN: Yes. Yes.

I hear the elation in your voice.

But, Stelter, I mean, what changed? You know, the company obviously knew about these settlements. Do they really deserve all the credit from some of these women that they're now doing the right thing?

STELTER: There is a cynical read on this. In other words, ultimately, this was all about money.

During one of the commercial breaks, the CEO of another big media company called me and say, Brian, remember Britain. This is about Britain. FOX has a big transaction under way trying to buy Sky and -- the rest of Sky in Britain. It's a big satellite network.

The British authorities could stop the deal if they feel the Murdochs are not fit owners. So, there's a lot of concern about that deal, and some people are suggesting this is about all the Murdochs trying to get approval for a big business transaction.

Money is also significant in other ways. The advertising boycott that happened against O'Reilly's show meant the show was less profitable. But there is a desire from a new generation of the Murdochs, the men that run this company, to break with the past.

Rupert Murdoch, of course, the elderly patriarch, the man who has run FOX for many decades, well, now, his sons James and Lachlan are taking over and they do want to break with the past and have a different kind of corporate culture.

The one other thing that changed was the spotlight. "The New York Times" put a spotlight on O'Reilly about three weeks ago on the settlements. And then protests like the one that you helped organize, there was a lot of attention around this issue. And that created this moment where FOX decided O'Reilly can't come back to the air.

BALDWIN: Amid all of the news and all the sexual harassment allegations, we have learned just in the last hour that the seemingly invincible apparently is not. Bill O'Reilly is out at the network.

We will be right back.

(COMMERCIAL BREAK)

[15:16:30]

ANNOUNCER: This is CNN breaking news.

BALDWIN: We are back with our breaking story here on the seemingly invincible cable news star Bill O'Reilly, who has been on vacation in Italy, in fact, today of all days, actually was at the Vatican, met with the pope, this coming on the same day that 21st Century FOX is telling all colleagues that Bill O'Reilly no longer works here.

Got a mega cast of characters here walking through all the ramifications, FOX, conservative media, the political aspects of this.

But, Brian Stelter, let me just come back to you on the what next for Bill O'Reilly? Because he was -- just really renegotiate a big deal.

STELTER: Right.

BALDWIN: He walks away with some money?

STELTER: He presumably makes a lot of money here.

BALDWIN: Let's talk about that.

STELTER: Let me take you back to last summer.

Roger Ailes resigned under a cloud of harassment allegations. He received about $40 million on the way out, because essentially that's how much he was owed in his contract.

Now, in a situation like this, a company could fight it, could try not to pay out the amount that a star or an executive or a host is owed, but normally a television network just kind of pays to have the person quietly go away.

We don't know what is going to happen in this case. I am looking at my phone here to see if FOX has any guidance at all. No comment yet on whether he's going to get paid. But O'Reilly was making $20 million to $25 million a year.

(CROSSTALK)

BALDWIN: Twenty to $25 million a year.

STELTER: For three or four years potentially. So we're talking about $75 million, $100 million, just extrapolating here based on what a normal television news contract at his caliber would be.

Now, FOX did renegotiate the deal in a way that gave them more leverage over O'Reilly. Maybe there's an escape clause or an escape hatch, they can have him leave and not have to pay him so much.

But just looking at my phone again here, nothing from O'Reilly's camp. No comment from O'Reilly. No comment from his lawyers or representatives.

For now, perhaps he's hunkered down in Italy. I'm sure he's at a very nice place, but having one of the worst days of his career, because he did think a few weeks ago, when "The New York Times" put a spotlight on these harassment allegations, that he would get through this, that he would remain the host of his show at 8:00 p.m., the centerpiece of FOX's lineup.

There are people inside FOX and outside FOX shocked that ultimately this was too much for the Murdochs. They decided to pull the plug on his show.

BALDWIN: Shocked. This is huge, huge news.

David Chalian is another voice in Washington who is joining us, our CNN political director.

And just what about even -- we talked about the future of FOX and what about future of just conservative media, all the fragment -- The Drudge Report, the Blazes, the FOX Newses out there? Minus Bill O'Reilly, what happens next?

DAVID CHALIAN, CNN POLITICAL DIRECTOR: Yes, Brooke, it's hard to describe what a massive shift in political media occurred with the advent of FOX News through Bill O'Reilly's star turn there under the leadership of Roger Ailes, how something that didn't exist before was created and became a home for so many conservatives who felt that sort of a mainstream, liberal bias in the mainstream media did not speak for them.

I can't tell you, reporting across the country, talking to voters, Republican and conservative voters in Iowa, New Hampshire, Ohio, all across the country, how much the conversation is sort of a recitation back to me of talking points that Bill O'Reilly would deliver every night on his program to really help frame a lot of these people's world views.

So, this is a real shock to the system for a huge swathe of Americans who got their information and sharpened their point of view through Bill O'Reilly's take.

[15:20:10]

BALDWIN: If I may, I'm from the South. You know, David, I have family members who don't always watch the right channel.

And I hear. I hear some of these talking points -- I'm just being totally honest -- coming out of their mouth. And I think it's so important that you point that out.

With the lack of Bill O'Reilly now, do you think, just as a cable news observer, do you think that all those eyeballs will stay on the screen?

CHALIAN: Well, listen, I think FOX News is still a powerful communication channel that is going to have a wide following.

I don't see that necessarily dissipating because Bill O'Reilly is gone, but there is no doubt that there is going to be a shift here. And, quite frankly, we have seen a shift across all media, as you were saying before.

It's gotten so fragmented that even the conservative media landscape has grown a ton more fragmented over the years. FOX is still the mother ship, and it is going to remain so, I would imagine, in the conservative media circles for quite some time. But this is a huge dent in the armor.

BALDWIN: It is. David Chalian, thank you so much.

More on this breaking news here in just a moment.

Also ahead, the White House denying it misled Americans about the movements of this carrier strike group. Was it heading toward North Korea or was it not? We will tell you what's unfolding right now, a busy day on this -- what is it? Wednesday? Yes.

STELTER: It's only Wednesday.

BALDWIN: We will be right back.

(COMMERCIAL BREAK)

[15:26:02]

BALDWIN: Let's turn now to the White House pushing back against claims it misled the American people.

Press Secretary Sean Spicer moments ago defending President Trump's comments last week when he said he was sending a -- quote -- "armada" to the Korean Peninsula, when actually the Carl Vinson carrier strike group was headed in the opposite direction.

(BEGIN VIDEO CLIP)

SEAN SPICER, WHITE HOUSE PRESS SECRETARY: The president said that we have an armada going towards the peninsula. That's a fact. It happened. It is happening, rather. The statement that was put out was that the Carl Vinson group was headed to the Korean Peninsula. It is headed to the Korean Peninsula. It will arrive there.

(CROSSTALK)

SPICER: What is that?

QUESTION: It's headed there now. It wasn't headed there last week.

SPICER: Sure. No, no, but that's not what we ever said. We said that it was heading there. And it was heading there. It is heading there.

(END VIDEO CLIP)

BALDWIN: Here is how it actually unfolded last week.

(BEGIN VIDEO CLIP) DONALD TRUMP, PRESIDENT OF THE UNITED STATES: We are sending an armada, very powerful. We have submarines, very powerful, far more powerful than the aircraft carrier. That, I can tell you.

SPICER: But I think when you see a carrier group steaming into an area like that, the forward presence of that is clearly through almost every instance a huge deterrence. So, I think it serves multiple capabilities.

H.R. MCMASTER, U.S. NATIONAL SECURITY ADVISER: Well, it's prudent to do it, isn't it? North Korea has been engaged in a pattern of provocative behavior.

JAMES MATTIS, U.S. SECRETARY OF DEFENSE: As far as the movement of the Vinson, she's stationed there in the Western Pacific for a reason. She operates freely up and down the Pacific. And she's just on her way up there, because that's where we thought it was most prudent to have her at this time.

(END VIDEO CLIP)

BALDWIN: So, actually, at the time, the Carl Vinson strike group was actually in Indonesia, about 3,500 miles away from North Korea.

The administration chalking this one up to -- quote, unquote -- "a miscommunication."

Listen, you know press. On occasion, one misspeaks or there is a communication. But how do you -- you know, as a U.S. Navy admiral, how a strike group goes one way, and yet the president is apparently saying it's going somewhere else.

JOHN KIRBY, CNN MILITARY AND DIPLOMATIC ANALYST: Yes. Look, if I had a nickel for every time that I had to walk something back that I said or clarify it afterward, I could buy you and me a couple cases of Coca-Cola.

BALDWIN: All right.

KIRBY: It's a common thing that happens, unfortunately.

I think, in this case, certainly, viewers were left with the impression that this strike group was zorching up to the Korean Peninsula or that area, that they were going at best speed.

Obviously, that wasn't happening. And I think there was a series of communications issues on the P.R. side in terms of the press release that originally announced her departure from Singapore and the fact that it didn't necessarily account for this exercise with the Australians.

And I also think that there was a lack of communication on the operational reporting side, not just the communications side, but real up the chain of command.

So I think it's easy to understand why people had this impression that they were going right away. But I actually don't fault the White House on this one. I don't think there was any malfeasance here or intent to mislead.

The truth is, the carrier is and was when she left Singapore intended to go to those waters. It's just that she was making this diversion for this exercise and it wasn't really clear in the public sphere that there was going to be a delay in terms of her moving up that way.

BALDWIN: Right, and that's kind of what Sean Spicer was saying. We said she was heading that way, just maybe didn't mention the zig before the zag.

KIRBY: Yes.

BALDWIN: What about, though, that this was a miscommunication, Admiral Kirby? What message does that send to North Korea?